SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 17, 1996
THE KROGER CO.
(Exact name of registrant as specified in its charter)
An Ohio Corporation No. 1-303 31-0345740
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Number)
1014 Vine Street
Cincinnati, OH 45201
(Address of principal
executive offices)
Registrant's telephone number: (513) 762-4000
<PAGE>
Item 5. Other Events
- -------- ------------
On April 17, 1996, the Company released its earnings
for the first quarter 1996 in the form attached
hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
- ------- ---------------------------------
(c) Exhibits
99.1 Other Exhibits--Earnings Release for First
Quarter 1996
<PAGE>
SIGNATURE
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereto duly authorized.
THE KROGER CO.
April 17, 1996 By (Paul W. Heldman)
Paul W. Heldman
Vice President,
Secretary and General
Counsel
<PAGE>
EXHIBIT INDEX
--------------
Exhibit
- -------
99.1 Other Exhibits--Earnings Release for First Quarter
1996
<PAGE>
Exhibit 99.1
CONTACT: PAUL BERNISH (513) 762-1304
PAM TAYLOR (513) 762-4969
RELEASE AVAILABLE @HTTP://WWW.CFONEWS.COM/KR
KROGER 1QTR PER SHARE EARNINGS BEFORE EXTRAORDINARY ITEM:
59 CENTS VS. 53 CENTS
CINCINNATI, Ohio, April 17, 1996 --- The Kroger Co.
(NYSE: KR) said today that first quarter earnings before an
extraordinary item increased 18.6 percent to a record $76.5
million from $64.5 million in the 1995 first quarter. On a
fully diluted per share basis, earnings before the
extraordinary item increased 11.3 percent to 59 cents from 53
cents.
After an extraordinary item of $1.1 million for early
retirement of debt, Kroger's 1996 first quarter net earnings
totaled $75.4 million, or 58 cents per fully diluted share,
compared with net earnings of $59.1 million, or 49 cents per
share, in the 1995 first quarter.
First quarter operating cash flow -- earnings before
interest expense, taxes, depreciation, and LIFO -- increased
8.3 percent to a record $278.1 million from $256.9 million.
Sales in the first quarter increased 5.8 percent to a
record $5.78 billion from $5.46 billion. Identical food store
sales improved 2.0 percent.
Kroger Chairman and Chief Executive Officer Joseph A.
Pichler said first quarter results reflected the continuing
momentum of Kroger's performance over the past three years.
"Kroger achieved strong sales and EBITD gains as we continued
our aggressive store opening and expansion program," Pichler
said. "These solid results were achieved despite increased
competitive openings in several major markets and start-up
costs associated with both our accelerated storing program and
the deployment of new logistics and information systems in
Kroger stores, distribution centers, and manufacturing
plants."
During the quarter, Kroger completed 25 food store
projects, compared to 15 in the previous year's quarter.
Capital expenditures in the quarter were $174 million,
compared to $94 million in the 1995 first quarter. Food store
square footage increased 4.8 percent over last year's first
quarter, and is on target to achieve the Company's targeted
6-7 percent square footage increase in 1996.
Pichler noted that new stores opened in the last two
years are generating better sales and profits than budgeted.
"This performance reflects the investment quality and improved
productivity of these new facilities." He also noted that
Kroger continues to benefit from increased productivity and
declining costs as new technologies and logistical
applications come onstream.
During the quarter, interest expense declined 6.2 percent
to $70.6 million from $75.3 million. Net long-term debt
declined $215 million from the 1995 first quarter to a level
of $3.57 billion. Net operating working capital was $94
million below the 1995 first quarter.
<PAGE>
<TABLE>
THE KROGER CO.
SALES AND EARNINGS
<CAPTION>
1ST QUARTER 1ST QUARTER PERCENT
1996 1995 CHANGE
3/23/96 3/25/95
<S> <C> <C> <C>
Sales $5,784,253,810 $ 5,464,954,381 5.8
EBITD <F1> $ 278,143,088 $ 256,877,490 8.3
Non-EBITD
charges <F2> $ (4,000,000) $ (3,461,538)
LIFO $ (3,500,000) $ (3,500,000)
Interest $ (70,625,919) $ (75,323,951)
Depreciation $ (75,643,136) $ (68,840,964)
_______________ ________________
Pre-tax earnings
before extraordinary
item $ 124,374,033 $ 105,751,037
Tax expense $ (47,884,003) $ (41,274,630)
_______________ ________________
Earnings before
extraordinary
item $ 76,490,030 $ 64,476,407 18.6
Extraordinary
item <F3> $ (1,084,114) $ (5,335,782)
_______________ ________________
Net earnings $ 75,405,916 $ 59,140,625
=============== ================
Fully diluted earnings
per common share:
From operations $0.59 $0.53 11.3
From extraordinary
item <F3> ($0.01) ($0.04)
_______________ __________________
Fully diluted net
earnings per
common share $0.58 $0.49
=============== ==================
____________________________
Number of common shares
used in fully diluted
per share calculation 130,610,705 126,216,003
</TABLE>
[FN]
<F1> EBITD represents pre-tax earnings before interest,
depreciation and LIFO as defined in the Company's Bank Credit
Agreement.
<F2> Represents the additional quarterly charge from the
adoption of FASB 106 in 1994 and 1995 which is excluded from
EBITD as defined by the Company's Bank Credit Agreement.
<F3> Represents the after-tax loss from the early retirement
of debt.
[/FN]
